Mr. Eddie Ryan reports

KNEAT ENTERS INTO DEFINITIVE AGREEMENT TO BE ACQUIRED BY THOMA BRAVO IN AN ALL-CASH TRANSACTION, VALUING KNEAT AT APPROXIMATELY C$650 MILLION

Kneat.com Inc. has entered into a definitive arrangement agreement with an affiliate of Thoma Bravo LP, the world's largest software-focused investment firm, whereby the purchaser will acquire all of the issued and outstanding common shares of the company, subject to obtaining shareholder and other customary approvals. Under the terms of the arrangement agreement, holders of the outstanding shares of the company (other than any rollover shares (as defined below)) will receive $6.50 cash per share, representing an aggregate total equity value of approximately $650-million on a fully diluted, in-the-money, treasury-stock-method basis and inclusive of rollover shares. Upon completion of the transaction, Kneat will become a privately held company.

The purchase price represents a premium of approximately 40 per cent to the closing price of the shares on the Toronto Stock Exchange on May 8, 2026, the last trading day prior to Kneat announcing a continuing strategic review, and a premium of approximately 20 per cent to the closing price on June 5, 2026, the last trading day prior to the announcement of the transaction.

Kneat's platform is designed to digitize data specifically for integrity and traceability, which is central to validation and compliance in the life science sector. For customers, this makes Kneat's platform a critical foundation for the confident deployment of artificial intelligence across regulated environments. Following the closing of the transaction, Thoma Bravo intends to accelerate Kneat's pursuit of its mission to enable any regulated company to be confident it is developing, manufacturing and delivering its products to the highest safety standard.

"This transaction represents the culmination of a comprehensive strategic review process undertaken by the Kneat board of directors, which has led to a compelling outcome for our shareholders," said Carol Leaman, chair of the special committee of independent directors of Kneat that oversaw the transaction. "We are pleased to have reached an agreement that provides shareholders with significant, immediate and certain value. This transaction recognizes the strength of Kneat's market position, the quality of its platform and the long-term value created by the management team and employees."

"We are thrilled to partner with Thoma Bravo, who we are confident will help us accelerate our mission and our position as the leader in digital validation and quality process automation for life sciences at an exciting time for the industry," said Eddie Ryan, chief executive officer and co-founder of Kneat. "As we begin to leverage our critical position in validation to enable customers to expand their use of our platform to adjacent areas, having the sector expertise, strategic alignment and resources of Thoma Bravo behind us will be a powerful catalyst. We are energized by the path we are announcing today, which delivers value to all our stakeholders."

"In today's increasingly complex regulatory environment, more customers are looking to Kneat to provide them with greater control, efficiency and real-time visibility across mission-critical compliance workflows," said Adam Solomon, a partner at Thoma Bravo. "We are confident we can apply our operational expertise and deep experience working with market-leading software companies to accelerate Kneat's growth."

"We are thrilled to back Eddie and the team at Kneat as they continue to build on their leadership position in digital validation," said Chandler Gay, a senior vice-president at Thoma Bravo. "Kneat is an exceptional company that is loved by its customers, and we are proud to be partnering with their team."

Transaction details

The company entered into the arrangement agreement based on the unanimous approval of the company's board of directors and the unanimous recommendation of the special committee that the transaction is fair from a financial point of view to the holders of the shares (other than any rolling shareholders) and is in the best interests of the company. The arrangement agreement was the result of a comprehensive strategic review and negotiation process that was undertaken at arm's length with the oversight and participation of the special committee advised by independent and highly qualified legal and financial advisers. See the unanimous board approval section below.

Thoma Bravo and certain existing director and management shareholders of Kneat (rolling shareholders) may elect for such rolling shareholders to roll a portion of their equity into shares of the purchaser or an affiliate of the purchaser; however, the terms of any such rollover (including which shareholders may be rolling shareholders or how many shares may be rolled over) have not been negotiated at this time. Any shares rolled over would be at a value equal to the purchase price. Any shares owned by the rolling shareholders that are not rollover shares will be sold to Thoma Bravo at the purchase price.

Unanimous board approval

The board unanimously approved the arrangement agreement following receipt of the unanimous recommendation of the special committee. The special committee was appointed by the board to, among other matters, review strategic alternatives for the company, including the transaction, consider the company's best interests and the implications to shareholders and other stakeholders, oversee the evaluation and negotiation of the transaction proposals, and provide the board with advice and recommendations with respect to the transaction. As such, the board unanimously recommends that shareholders vote in favour of the transaction. The company intends to hold a special meeting of shareholders by early August, 2026, at which the transaction will be considered and voted upon by shareholders of record.

In making its determination to unanimously recommend approval of the transaction to the board, the special committee and, in the board's determination to approve the transaction, the board considered, among other things, the following reasons for the transaction:

• Significant premium to market -- the purchase price represents a premium of approximately 40 per cent to the closing price of the shares on the Toronto Stock Exchange on May 8, 2026, the last trading day prior to Kneat announcing a continuing strategic review, and a premium of approximately 20 per cent to the closing price on June 5, 2026, the last trading day prior to the announcement of the transaction.
• Certainty of value and immediate liquidity -- the all-cash consideration provides shareholders certainty of value and immediate liquidity, and is of particular benefit given the limited trading and lack of liquidity in the shares;
• Sale process -- the company, with the assistance of CIBC World Markets Inc. and under the supervision of the special committee, conducted a comprehensive sale process as part of its strategic review, which resulted in the transaction. The special committee and the board assessed the relative benefits and risks of various alternatives reasonably available to the company, including the other transaction proposals received in the strategic review process and continued execution of the company's existing strategic plan as a public company. As a result of that process, the special committee and the board unanimously concluded that the transaction represents greater value for the company and its shareholders (other than any rolling shareholders) than would reasonably be expected from any other transaction proposal or the continued execution of the company's strategic plan as a public company. The special committee and the board continually assessed each reasonably available alternative throughout the strategic review process and concluded that entering into the arrangement agreement with the purchaser was the most favourable alternative reasonably available.
• Fairness opinions -- receipt of the fairness opinions from each of CIBC Capital Markets and ATB Cormark Capital Markets, which each concluded that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by the shareholders (other than any rolling shareholders) pursuant to the arrangement agreement is fair, from a financial point of view, to such shareholders.
• High likelihood of completion -- Thoma Bravo is a large, credible and reputable private equity sponsor, with demonstrated creditworthiness and the ability to finance and complete transactions. The transaction is subject to a limited number of customary conditions (which do not include any financing or due diligence conditions) that the special committee and board believe are reasonable in the circumstances.
• Arrangement agreement terms -- the arrangement agreement is the result of a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the special committee advised by independent and highly qualified legal and financial advisers and resulted in terms and conditions that are reasonable in the judgment of the special committee and the board, including a customary fiduciary out that will permit the company to enter into a superior proposal (as defined in the arrangement agreement) in certain circumstances.
• Break fee -- the break fee payable by the company of approximately $22.6-million is reasonable in the circumstances and only payable in customary and limited circumstances;
• Minority vote and court approval -- the transaction must be approved by not only two-thirds of the votes cast by shareholders, but also, if required, by a majority of the minority in accordance with Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), and by the Ontario Superior Court of Justice (commercial list), which will consider the fairness and reasonableness of the transaction to all shareholders.
• Support for the transaction from directors and officers -- as described below, all of the directors and officers of the company who hold shares have entered into voting and support agreements, pursuant to which they have agreed to, among other things, vote in favour of the transaction at the shareholder meeting.

Opinions

In connection with a review and consideration of the transaction, the special committee engaged CIBC Capital Markets as its financial adviser in respect of the transaction and ATB Cormark as its independent fairness opinion provider in respect of the transaction. Each of CIBC Capital Markets and ATB Cormark provided a verbal opinion to the special committee that, based upon and subject to the assumptions, limitations and qualifications set out in their respective written opinions, the consideration to be received by the shareholders (other than any rolling shareholders) pursuant to the arrangement agreement is fair, from a financial point of view, to such shareholders.

Additional transaction details

Pursuant to the terms of the arrangement agreement, the purchaser will acquire: (i) all of the shares, other than any rollover shares, for a cash payment of $6.50 per share; and (ii) the rollover shares, if any, will be exchanged for shares of the purchaser or an affiliate of the purchaser at the purchase price on terms to be negotiated following the execution of the arrangement agreement.

The transaction is to be completed by way of a plan of arrangement under the Canada Business Corporations Act and will constitute a business combination for purposes of Multilateral Instrument 61-101. The transaction is subject to certain approvals by shareholders at the shareholder meeting, including by: (i) at least two-thirds of the votes cast by all shareholders present or represented by proxy at the shareholder meeting (with each shareholder being entitled to one vote per share); and (ii) if applicable, a simple majority of the votes cast by shareholders (excluding the shares held by any shareholders required to be excluded pursuant to MI 61-101). Completion of the transaction is subject to other customary conditions, including receipt of court and regulatory approvals. The transaction is not subject to a financing condition. Assuming the timely receipt of all required approvals, the transaction is expected to close in the third quarter of 2026.

The arrangement agreement includes customary non-solicitation provisions, which are subject to customary fiduciary out provisions that entitle the company, subject to certain conditions, including the payment of the break fee, to terminate the arrangement agreement and accept an unsolicited superior proposal if the purchaser does not match the superior proposal.

Following completion of the transaction, it is expected that the shares will be delisted from the Toronto Stock Exchange, and the company will cease to be a reporting issuer in all applicable Canadian jurisdictions.

Voting agreements

Each of the directors and officers of the company who hold shares has agreed to vote shares in favour of the transaction pursuant to voting and support agreements. The shares represented by the parties to the voting and support agreements represent approximately 21.9 per cent of the outstanding shares.

Further information regarding the transaction, the arrangement agreement and the shareholder meeting, including a copy of CIBC Capital Markets' fairness opinion and ATB Cormark's fairness opinion, will be included in the management information circular expected to be mailed to shareholders of record in June, 2026. Copies of the arrangement agreement, the forms of voting and support agreements and proxy materials in respect of the shareholder meeting will be available on the company's SEDAR+ profile.

Advisers

CIBC Capital Markets is acting as exclusive financial adviser to the special committee. ATB Cormark is acting as an independent fairness opinion provider to the special committee. Fogler, Rubinoff LLP is acting as legal adviser to the company. Dentons Canada LLP is acting as legal adviser to the special committee. Scotiabank is acting as financial adviser to Thoma Bravo. Kirkland & Ellis LLP is acting as U.S. legal adviser, and Goodmans LLP is acting as Canadian legal adviser to Thoma Bravo.

About Kneat.com Inc.

Kneat Solutions provides leading companies in highly regulated industries with unparalleled efficiency in validation and compliance through its digital validation platform Kneat Gx. As an industry leader in customer satisfaction, Kneat boasts an excellent record for implementation, powered by its user-friendly design, expert support and on-demand training academy. Kneat Gx is an industry-leading digital validation platform that enables highly regulated companies to manage any validation discipline from end to end. Kneat Gx is fully ISO 9001 and ISO 27001 certified, fully validated, and 21 CFR Part 11/Annex 11 compliant. Optional artificial intelligence capabilities within Kneat Gx accelerate the validation life cycle, from content generation to review and analysis, while maintaining full GxP compliance, governance and data integrity. Multiple independent customer studies have shown that Kneat Gx reduces man-hours associated with validation documentation by up to 50 per cent, accelerates review and approval cycles by up to 50 per cent, and consistently supports higher standards of regulatory compliance.

About Thoma Bravo LP

Thoma Bravo is the world's largest software-focused investment firm, with more than $172-billion in assets under management as of March 31, 2026. Partnering with some of the world's most sophisticated investors, Thoma Bravo has private equity and private credit platforms that reflect a focused investment strategy, supported by disciplined execution, deep sector expertise and leadership continuity. Over the past 20-plus years, Thoma Bravo has acquired or invested in approximately 590 software and technology companies, representing approximately $320-billion of aggregate enterprise value (including control and non-control investments, as well as add-on acquisitions).

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